Youxin Technology Ltd Announces Closing of $6.0 Million Underwritten Public Offering

Rhea-AI Summary

Youxin Technology (NASDAQ: YAAS), a SaaS and PaaS provider focused on retail enterprise digital transformation, has completed its previously announced underwritten public offering, raising $6.0 million in gross proceeds.

The offering consisted of 21,428,571 Common Units priced at $0.28 per unit. Each unit includes one Ordinary Share and two warrants: a Series A warrant exercisable at $0.28 and a Series B warrant at $0.00001. The Series A warrants expire in 5 years.

Additionally, the underwriter Aegis Capital Corp. partially exercised its over-allotment option, purchasing 6,428,572 additional warrants (equally split between Series A and Series B).

Positive

• Secured $6.0 million in additional capital through public offering
• Warrants provide potential for additional future funding

Negative

• Significant dilution for existing shareholders with 21.4M new shares
• Very low offering price of $0.28 per unit suggests weak market position
• Series B warrants with $0.00001 exercise price indicate highly dilutive terms

Insights

Capital Markets Specialist

YAAS completed a $6M offering with a structure suggesting significant dilution, potentially indicating financial distress despite raising needed capital.

Youxin Technology has closed a $6 million public offering with a structure that raises several red flags. The offering price of $0.28 per unit with 21,428,571 units issued points to significant dilution for existing shareholders. Most concerning is the unusual warrant structure: each unit includes not only ordinary shares but also Series A warrants exercisable at $0.28 and Series B warrants with a virtually free exercise price of $0.00001.

The nearly-free Series B warrants are particularly problematic, essentially guaranteeing future dilution beyond the initial offering. This type of structure is typically employed by companies facing financial difficulties that need to provide extraordinary incentives to attract capital. Furthermore, the underwriter Aegis has partially exercised its over-allotment option, but notably only for additional warrants (3.2 million of each series) rather than ordinary shares, suggesting limited confidence in immediate share price appreciation.

While this offering provides needed capital for Youxin's SaaS and PaaS operations targeting retail enterprise digital transformation, the financing terms suggest the company may be in a challenging position. Companies in stronger financial situations typically secure more favorable terms without resorting to such aggressive warrant structures. Investors should carefully consider what this financing structure reveals about the company's current financial health and future prospects.

GUANGZHOU, CHINA, Sept. 08, 2025 (GLOBE NEWSWIRE) -- Youxin Technology Ltd (NASDAQ: YAAS) (the “Company”), a software as a service (“SaaS”) and platform as a service (“PaaS”) provider committed to helping retail enterprises digitally transform their businesses, today announced the closing of its previously announced firm commitment underwritten public offering. Gross proceeds to the Company were approximately $6.0 million, before deducting underwriting fees and other offering expenses payable by the Company. The offering closed on September 8, 2025.

The offering consisted of 21,428,571 Common Units, each consisting of (i) one (1) Ordinary Share, (ii) one (1) Series A Registered Common Warrant to purchase one (1) Ordinary Share per warrant at an exercise price of $0.28 and (iii) one (1) Series B Registered Common Warrant to purchase Ordinary Shares at an exercise price of $0.00001. The public offering price per Common Unit was $0.28. The initial exercise price of each Series A Common Warrant is $0.28 per Ordinary Share. The Series A Common Warrants are exercisable immediately and expire 60 months after the initial issuance date. The number of securities issuable under the Series A Common Warrant is subject to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering. The initial exercise price of each Series B Common Warrant is $0.00001 per Ordinary Share. The number of securities issuable under the Series B Common Warrant is subject to adjustment as described in more detail in the report on Form 6-K filed in connection with the offering.

Solely to cover over-allotments, if any, the Company granted Aegis Capital Corp. (“Aegis”) a 45-day option to purchase additional Ordinary Shares and/or Investor Warrants of (i) up to 15.0% of the number of Ordinary Shares sold in the offering, (ii) up to 15.0% of the number of Series A Common Warrants sold in the offering and (iii) up to 15.0% of the number of Series B Common Warrants sold in the offering. The purchase price per additional Ordinary Share is equal to the public offering price of one Common Unit (less $0.00001 allocated to each full warrant), less the underwriting discount. The purchase price per additional Investor Warrant is $0.00001. On September 5, 2025, the Underwriter partially exercised its over-allotment option and purchased additional 3,214,286 Series A warrants and additional 3,214,286 Series B Warrants for a total of 6,428,572 warrants.

Aegis Capital Corp. acted as the sole book-running manager for the offering. Kaufman & Canoles P.C. acted as U.S. counsel to the Company. Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to Aegis Capital Corp.

A registration statement on Form F-1 (No. 333-289453) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) was declared effective by the SEC on September 4, 2025. The offering was made only by means of a prospectus. A final prospectus describing the terms of the proposed offering was filed with the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Youxin Technology Ltd

Youxin Technology Ltd is a SaaS and PaaS provider committed to helping retail enterprises digitally transform their businesses using its cloud-based SaaS product and PaaS platform to develop, use and control business applications without the need to purchase complex IT infrastructure. Youxin Technology provides a customized, comprehensive, fast-deployment omnichannel digital solutions that unify all aspects of commerce with store innovations, distributed inventory management, cross-channel data integration, and a rich set of ecommerce capabilities that encompass mobile applications, social media, and web-based applications. The Company’s products allow mid-tier brand retailers to use offline direct distribution to connect the management team, distributors, salespersons, stores, and end customers across systems, apps, and devices. This provides retailers with a comprehensive suite of tools to instantly address issues using real-time sales data. For more information, please visit the Company’s website: https://ir.youxin.cloud.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

For more information, please contact:

Youxin Technology Ltd.

Investor Relations Department
Email: ir@youxin.cloud

Ascent Investor Relations LLC

Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com

FAQ

What is the size of Youxin Technology's (YAAS) September 2025 public offering?

Youxin Technology raised $6.0 million in gross proceeds through an offering of 21,428,571 Common Units priced at $0.28 per unit.

What are the terms of YAAS warrants included in the September 2025 offering?

Each unit includes two warrants: a Series A warrant exercisable at $0.28 expiring in 5 years, and a Series B warrant exercisable at $0.00001.

How many additional warrants did the underwriter purchase through the over-allotment option?

The underwriter purchased 6,428,572 additional warrants, consisting of 3,214,286 Series A warrants and 3,214,286 Series B warrants.

Who was the underwriter for Youxin Technology's September 2025 public offering?

Aegis Capital Corp. acted as the sole book-running manager for the offering.

What is the exercise price and expiration of YAAS Series A warrants?

The Series A warrants have an exercise price of $0.28 and expire 60 months after their initial issuance date.